EULA for Digital Advertisements


Barnbrook Fonts Font Software for Digital Advertisements
End User Licence Agreement

Please read this End User Licence Agreement (hereinafter “Agreement”) carefully before installing the Font Software. This Agreement is a legal agreement between You, or, if You represent a legal entity, that legal entity (hereinafter “You”) and Barnbrook Fonts and is applicable to the Font Software that is accompanied by this Agreement or that You have ordered online.

By downloading or installing the Font Software You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not download, install, or use the Font Software.

1. Definitions. The parties agree that, for the purposes of this Agreement, the following terms shall have the meanings described below:

1.1. “Broadcast Media” means moving image media for broadcast. Moving image media includes but is not limited to advertising commercials, movie films, television programmes, or any other moving image media. Broadcast means the distribution of moving image media to a dispersed audience via any mass communications medium; this includes but is not limited to television networks, movie theatres, or online download/streaming services.

1.2. “Commercial Product” means either a Desktop App, Electronic Publication, Mobile App, or Video Game that is offered to the general public, or a subset of the general public, as part of a commercial transaction in which the consideration (monetary or otherwise) is related to the Commercial Product.

1.3. “Derivative Work” means any creation that is based on or derived from the Font Software, including but not limited to any revision, modification, translation, abridgement, condensation, expansion, decompilation, encryption, rearrangement, re-encoding, digitisation, or re-digitisation, regardless of the medium on which it is recorded or the format in which it is expressed, or any other form in which the Font Software may be recast, transformed, emulated, or adapted. For the purposes of this Agreement, a Derivative Work shall also include any compilation that incorporates the Font Software.

1.4. “Desktop Device” means a hardware device capable of using the Font Software, or where the Font Software is rasterised or the display of the Font is generated, or any technology that allows a single User to edit or compose text. Examples of Desktop Devices include, but are not limited to: computer workstations, laptop computers, printers, rasterisers or video display terminals.

1.5. “Desktop App” means a coded software application designed to run on a Desktop Device. Examples of Desktop Apps include, but are not limited to: word processor applications, spreadsheet applications, web browsers, or media player applications. This does not include web applications i.e. coded software applications designed to run in web browsers.

1.6. “Digital Advertisement” means a piece of promotional or marketing content delivered via the internet for display on a Desktop Device or Mobile Device. Examples of Digital Advertisements include, but are not limited to: banner ads and display advertisements shown on Websites, advertisements in web applications and advertisements in mobile applications.

1.7. “Document” means a digital file, used in connection with human-readable text, that is not executable and is not an Image File. Examples of Document file formats include, but are not limited to: Portable Document Format (.pdf), Kindle Format (.azw), Electronic Publication (.epub), Apple iBook (.iba), Amazon Kindle (.azw3, .azw, .kf8, .kfx), Mobipocket (.mobi).

1.8. “Electronic Publication” means a Document designed to be displayed by e-reader software or on an e-reader device. Examples of Electronic Publications include, but are not limited to: digital editions, e-books and e-journals.

1.9. “Font Software” means coded software that is accompanied by this Agreement, or that You are about to order online, and which generates Typefaces when used with the appropriate hardware and software, plus any and all other data including documentation provided with such software.

1.10. “Impression(s)” means a measurement of responses from an ad delivery system to an ad request from the user’s browser in which the Font Software is incorporated. Barnbrook Fonts reserves the right to request written copies of Your total Impression reporting statistics.

1.11. “Licensed Use” means the use of the Font Software as set out in Section 2. Grant of Licence and as specified in Your Order Document(s).

1.12. “Location” means a single geographic location, in particular the site of Your home or Your place of business. Portable Desktop Devices (e.g. laptop computers) may be considered part of the Location if they are owned by You and registered to Your place of business.

1.13. “Mobile App” means a coded software application designed to run on a Mobile Device.

1.14. “Mobile Device” means a portable hardware device capable of using the Font Software, or where the Font Software is rasterised or the display of the Font is generated, either temporarily or permanently. Examples of Mobile Devices include, but are not limited to: smartphones, tablet computers or e-readers.

1.15. “Order Document(s)” means the document(s) created by Barnbrook Fonts setting out the Agreed terms of the Licensed Use which feature Your contact information, products and services ordered, applicable fees, and any other relevant information. Order Document(s) may include invoices, receipts, statements and other documents, as applicable. More than one Order Document may be appended to this Agreement.

1.16. “Production Workflow” describes a series of steps that comprise a work process in the deployed environment. A Production Workflow will usually involve multiple participants and several stages and may comprise (but is not limited to) computer systems, hardware appliances, software that serve Clients and Websites over Private Networks in more than one geographic location.

1.17. “Development Environment” means a non-production deployment of computers, hardware appliances or software that serve as a context for prototyping, proof-of-concept, or testing of a Production Workflow. While it may be connected to the same Private Network as the Production Workflow, the Development Environment does not host Client connections.

1.18. “Client” means an entity (Desktop Devices, Mobile Devices, other devices or software) that connects to a Server to obtain information and applications.

1.19. “Server” means a single instance of a computer, hardware appliance or software that manages access to a centralized resource or service in a Local Area or Wide Area Network (LAN or WAN). For the avoidance of doubt, this means that a server – provided by a network-based computing service (aka ‘cloud computing’), where servers are presented as a percentage of the total aggregated CPU, memory, storage and networking available – will still be considered a distinct Server. Similarly, a single instance of computer hardware may host multiple virtual machines that manage access to a centralised resource or service; in which case each virtual machine is considered a distinct Server.

1.20. “Private Network” means a network environment where authenticated Clients connect to server resources within a private Local Area, Wide Area, or Internet Area Network (LAN, WAN or IAN). A Private Network may host internal and external Clients that use different methods of authentication, protocols and gateways to access resources. Additionally, a Private Network may host Server instances that are being provided by cloud computing services, but as access to those Servers is limited to authenticated Clients only, it is still defined as being on a Private Network. Clients connecting from remote locations through VPN tunnelling are considered to be on the same Private Network as a local client.

1.21. “Public Network” means a network environment where Clients connect to server resources through public networks/the Internet and where there are no access rules, requirements for authentication or other restrictions.

1.22. “Security Features” means any security mechanisms available for the purpose of preventing any unauthorised Users from accessing the Font Software in Electronic Publications, Documents, or Websites. This includes those features implemented after the execution of this Agreement as they become available, including mechanisms to, as applicable: (i) limit the extent of Font Software included to a subset of the whole; (ii) prevent the extraction of the Font Software, in whole or in part; (iii) prevent the reverse-engineering, re-use, importation, decompilation, embedding, or inclusion of any part of the Font Software; (iv) store the Font Software on Web Servers so that all path names and file types are non-obvious and do not reference (a) any trademarks of Barnbrook Fonts, (b) any typographic term of art, or (c) any file name extension associated with fonts and typography, such as .ttf or .otf; and (v) any other optional feature designed to prevent use of the Font Software by any unauthorised User.

1.23. “Trademarks” means the names of Barnbrook Fonts and the Font Software set forth on the applicable Order Document(s).

1.24. “Typefaces” means the typefaces, typographic designs and typographic ornaments designed, developed and owned by Barnbrook Fonts, that are rendered by the Font Software.

1.25. “User” means a person giving commands (whether by keyboard or otherwise) to: a hardware device on which the Font Software is installed; a software application in which the Font Software is embedded; or any technology that allows the editing or composition of text.

1.26. “Video Game” means a coded software application designed to run on a Video Game Platform. A “Video Game Platform” means any hardware device, software or operating system capable of rasterising the Font Software for display on a raster display device. Examples of Video Game Platforms include, but are not limited to: a video game consoles or handheld game consoles.

1.27. “Barnbrook Fonts” is a trading name of Barnbrook Ltd. and means collectively Barnbrook Ltd., its successors and assigns, its authorised distributors, and any third party that has licensed to Barnbrook Fonts any or all of the components of the Font Software supplied to you pursuant to the Agreement.

1.28. “Barnbrook Fonts Properties” means, collectively, the Font Software, the Typefaces, the Trademarks, and all of Barnbrook Fonts’ fonts, designs, software, trademarks, copyrights, or other intellectual property, and all other related items of Barnbrook Fonts intellectual property made available to You pursuant to this Agreement.

1.29. “Website” means a connected group of related web pages typically served from a single web domain. A Website is hosted on at least one Web Server and can be accessed via a network such as the Internet or a private local area network through a uniform resource locator (URL). “Your Website” means a Website, whose content is managed by You. For the avoidance of doubt, web pages on sub-domains whose content is managed by other persons are deemed to be not part of Your Website.

1.30. “Web Server” means a computer system, appliance, or software that accepts and supervises HTTP requests, and serves web pages.

2. Grant of Licence. Barnbrook Fonts hereby grants You a limited, non-exclusive, non-transferable, revocable licence, without the right of sublicense to install the Font Software on a Web Server so that it may serve Digital Advertisement(s), which have not more than the total number of Impressions as specified in Your Order Document(s), subject to the terms of this Agreement. If the use exceeds the Agreed Licensed Use specified in Your Order Document(s), You must purchase an appropriate licence extension from Barnbrook Fonts or its authorised distributors; an additional fee will be charged for this licence extension. Barnbrook Fonts reserves all rights not expressly granted to you in this Agreement.

3. Restrictions on Use.

3.1. Backup and Copying. You may make back-up copies of the Font Software for archival purposes only, and only provided that You retain exclusive custody and control over such copies.

3.2. Broadcast Media. You are not permitted to use the Font Software to render text for Broadcast Media. To do so, You must purchase the appropriate licence from Barnbrook Fonts or its authorised distributors.

3.3. Commercial Products. You may not embed the Font Software in any Commercial Products (Desktop Apps, Electronic Publications, Mobile Apps or Video Games). You may not distribute Commercial Products with the embedded Font Software to third parties. To embed the Font Software in, or to distribute Commercial Products, You must purchase the appropriate licence from Barnbrook Fonts or its authorised distributors.

3.4. Copyright. You may not alter, remove or obscure Barnbrook Fonts’ proprietary notices, including copyright, trademark, or other legal notices in any Barnbrook Fonts Property.

3.5. Derivative Works. You may: (i) use the Font Software in a production workflow or software tool where the production workflow or software tool outputs an outline representation of the glyphs of the Font Software; (ii) utilise a software tool to output a subset of the Font Software (each a “Permitted Derivative Work(s)”). Each Permitted Derivative Work may be used solely for the purpose of exercising the rights granted to You in this Agreement. You acknowledge and agree that Barnbrook Fonts owns all Permitted Derivative Works You create under the terms of this Agreement. Other than as expressly provided in this Section 3.5., You shall have no right to modify the Font Software or to create Derivative Works.

3.6. Digital Advertisements. You may access, download and use the Font Software to: (i) create Digital Advertisements; (ii) install the Font Software on a Web Server that is owned and controlled by You or on Web Servers owned and controlled by a third party hosting service or ad server service with which You have a written agreement regarding the use and protection of the Font Software, solely for the purpose of publishing Digital Advertisements on Devices for up to the licensed number of Impressions as stated on Your Order Document(s); (iii) embed the Font Software in Base-64 encoded format into Digital Advertisements and publish such Digital Advertisements on Devices for up to the licensed number of Impressions in Your Order Document(s).

3.7. Distribution. You may embed the Font Software in Digital Advertisements and Distribute said Digital Advertisements subject to all of the terms and conditions of this Agreement. You may not duplicate, share, license, sell, rent, lease, transfer, assign, distribute, offer or make available the Font Software, or any portion thereof, through any online service, file sharing platform or by any other means, except as part of the Licensed Use as set out in Your Order Document(s) and subject to all of the terms and conditions of this Agreement.

3.8. Modifications. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or attempt to discover the source code of the Font Software. If You want to make modifications to the Font Software, You must obtain the prior written consent of Barnbrook Fonts.

3.9. Server. You may install the Font Software on a Server hosted in a Private Network provided that: (i) the Server is located in your Development Environment; and (ii) that the Font Software cannot be accessed directly or indirectly by third parties.

3.10. Production Workflow. You may not install the Font Software in a Production Workflow. To do so, You must purchase the appropriate licence from Barnbrook Fonts or its authorised distributors.

3.11. Service Bureaus. You may not embed the Font Software in Document(s) for the purposes of printing by commercial printers or service bureaus. To do so, You must purchase the appropriate licence from Barnbrook Fonts or its authorised distributors.

3.12. Web Server. You may install the Font Software on a Web Server so that it may serve Digital Advertisements that are part of the Licensed Use. For the avoidance of doubt, this means installations of the Font Software that allow the design of Your Digital Advertisements which have not more than the total of Impressions stated on Your Order Document(s) for the purchase of the Font Software. If Your Impressions total at any given time in the future more than the licensed number of Impressions, You must purchase an extended license from Barnbrook Fonts or its authorised distributors.

3.13. Website Third Parties. You are not permitted to sublicense the Font Software to third parties so that they can use it for their Websites, e.g. for Websites in social networks, for individual online shops under a common domain name, in blogging communities, by online editors, as a design tool, etc. If You wish to use the Font Software for such purposes, You must obtain a special licence from Barnbrook Fonts or its authorised distributors.

4. Intellectual Property.

4.1. You acknowledge that Barnbrook Fonts is the exclusive owner of all worldwide right, title and interest in and to the Barnbrook Fonts Property, including all copies of the Font Software, regardless of the format in which they are expressed or the media on which they are recorded. You acknowledge that Barnbrook Fonts shall be the exclusive owner of all worldwide right, title and interest in and to any and all modifications, customisation, variations, or adaptations of the Barnbrook Fonts Property (individually and collectively, the “Modifications”), based on or substantially similar to, the Barnbrook Fonts Property, inclusive of all Derivative Works, regardless of who made such Modifications or Derivative Works. If You make or cause to be made any such Modifications, You shall immediately provide Barnbrook Fonts with all copies of such Modifications made by or for You, and Barnbrook Fonts may terminate this Agreement.

4.2. You agree not to challenge Barnbrook Fonts’ rights in or to the Barnbrook Fonts Property, or the validity of any intellectual property or other right of Barnbrook Fonts therein, or to infringe Barnbrook Fonts’ rights therein. All goodwill that may become attached to the Trademarks as a result of Your use of the Typefaces or the Font Software shall inure to the exclusive benefit of Barnbrook Fonts. You shall refrain from using the Trademarks as part of any corporate, trade or firm name or style of You. You shall not create a combination mark consisting of any of the Trademarks with the proprietary marks of any other person. You shall not take any action that could reasonably be expected to impair the registrability, validity or enforceability of any of the Trademarks, nor shall You attempt to register, use or aid any third party in attempting to register or use, in any jurisdiction, any trademark or service mark which may, in the reasonable opinion of Barnbrook Fonts, infringe or otherwise violate Barnbrook Fonts’s rights to the Trademarks.

5. No Warranty. The Font Software is provided “as is.” To the extent permitted by applicable law, Barnbrook Fonts disclaims all warranties, representations and guarantees, express or implied, as to merchantability, fitness for any particular purpose, or otherwise with respect to the Font Software. In addition, there is no warranty of non-infringement, title or quiet enjoyment.

5.1. You understand and agree that You download and/or use the Font Software at Your discretion and risk and that You will be solely responsible for any damages to any computer or loss of data that results from the download or use of the Font Software.

5.2. You are not granted any right to use the Font Software in any application controlling aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, weaponry systems, or any similar scenario (collectively, “High Risk Use”). Barnbrook Fonts and its suppliers disclaim any express or implied warranty of fitness for High Risk Use.

6. Disclaimer of Liability. To the extent permitted by applicable law, Barnbrook Fonts disclaims all liability for any loss, cost or damage, including without limitation indirect, special, consequential, or incidental damages, including any lost profits or lost savings, loss of goodwill, business interruption, work stoppage, loss of data, or computer failure, damage or malfunction, or for any claim by any party, even if Barnbrook Fonts has been apprised of the possibility of such damages, and regardless of the theory (including contract, tort, strict liability, negligence or otherwise) upon which such claim is based. In no event shall Barnbrook Fonts’ total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount paid by You under this agreement. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose. Barnbrook Fonts and You acknowledge and agree that these limitations are an essential element of this agreement and that the price for the Font Software is determined in part by taking into account the existence of these limitations.

7. Termination. Upon failure by You (or any authorised person or member of Your organisation or household to whom You have given permission to Use the Font Software) to comply with the terms of the Agreement, Barnbrook Fonts shall be entitled to terminate the Agreement upon notice by regular mail, paid carrier, telefax or email/textform. The termination of the Agreement shall not preclude Barnbrook Fonts from suing You for damages for any breach of the Agreement. The Agreement may only be modified in writing signed by an authorised officer of Barnbrook Fonts.

8. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Agreement, or the application thereof to any person or circumstance, is invalid or unenforceable (i) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability.

9. Indemnification. You, at Your expense, shall indemnify Barnbrook Fonts against all losses, damages, claims, expenses (including lawyers’ fees and disbursements) arising out of or resulting from: (i) any use of the Font Software by You (unless and only to the extent the loss is attributable to a breach by Barnbrook Fonts of any obligation under this Agreement); (ii) any breach by You of this Agreement; or (iii) any actions by persons or entities that would constitute a breach of this Agreement if those persons or entities were a party to this Agreement and its obligations were substantially the same as Your obligations.

10. Equitable Relief. You hereby agree that any breach of this Agreement, including any unauthorised disclosure of the Confidential Information would cause irreparable harm to Barnbrook Fonts, and that in the event of any breach or threatened breach, Barnbrook Fonts will be entitled to obtain equitable relief in addition to any other remedy. The rights and remedies of Barnbrook Fonts under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.

11. Captions; Construction. The paragraph headings in this Agreement are for reference purposes only and should not in any way affect the meaning or interpretations of this Agreement. The word “including” is intended to be illustrative and includes the meaning, “including, but not limited to.” The singular of a defined term includes the plural and vice versa.

12. Governing law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of England and Wales. This agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded.

Version 3.4 | 01 April 2018

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